Mark R. Newcomer

About Mark R. Newcomer

Mark R. Newcomer, age 59, is Paysign’s Co‑founder, Chairman, President, and Chief Executive Officer. He has served as CEO since 2001 and as a director since March 2006; he previously co‑founded 3PEA Technologies in 2001 and continues to serve as its chairman and CEO. He attended Cal‑Poly San Luis Obispo, majoring in Bio‑Science . Under his leadership, PAYS delivered strong operating momentum in 2024–2025 (e.g., Q3’24 revenue +23% YoY and gross margin +440 bps; Q1’25 revenue +41% YoY and Adjusted EBITDA +193% YoY) while Pay-Versus-Performance disclosures show TSR declined from 2022 to 2024, indicating a potential pay–performance tension the Board acknowledges is not tied to TSR or net income metrics .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• The company did not use formulaic, metric‑based annual incentive plans for NEOs in 2023–2024; bonuses were discretionary and not based on pre‑set financial/ESG targets .
• Long‑term equity for Mr. Newcomer is time‑based restricted stock (no performance‑vesting), granted July 2022 (750,000 shares; fair value $1,357,500 at $1.81/sh), vesting in equal annual installments over five years, contingent on continued employment .
• The company adopted a clawback policy in 2023 compliant with SEC/Nasdaq rules (recoupment of erroneously paid performance‑based incentive comp on/after Oct 2, 2023, upon accounting restatement) .

Equity Ownership & Alignment

Vesting cadence (potential liquidity events subject to continued employment):

• 150,000 shares per year on each July anniversary of the July 2022 grant in 2025, 2026, and 2027 (equal annual vesting over five years, 750,000 total; 300,000 vested through 12/31/2024) .

Employment Terms

• Employment is at‑will; no employment agreements guaranteeing continued employment or incentive pay .
• No severance or change‑in‑control arrangements (no single/double‑trigger cash multiples or accelerated vesting provisions disclosed) .
• Clawback policy adopted in 2023; applies to erroneously paid performance‑based comp post‑10/2/2023 upon restatement .
• No pension/SERP; no nonqualified deferred compensation; 401(k) match in place (company‑wide formula) .
• No tax gross‑ups or special perquisites disclosed beyond standard benefits .

Board Governance

• Board Service: Director since March 2006; Chairman of the Board and CEO (combined role). The Board prefers combined roles currently for alignment and accountability given founder leadership and ownership stake .
• Independence: Mr. Newcomer (CEO/Chair) is not independent; all committee members are independent directors per Nasdaq/SEC rules .
• Committees and Composition (all independent):
  • Audit: Chair Bruce A. Mina; members Dennis L. Triplett, Jeffrey B. Newman, Daniel R. Henry; Mina designated “audit committee financial expert” .
  • Compensation: Chair Daniel R. Henry; member Bruce A. Mina .
  • Nominating & Corporate Governance: Chair Jeffrey B. Newman; member Dennis L. Triplett .
• Meetings: Board met 4 times in 2024; all directors attended ≥75% of meetings and related committee meetings .
• Executive Sessions: Non‑management directors meet periodically without management; the Chairman generally chairs these sessions .
• Director Compensation (non‑employee): Annual cash fee $21,000; 2024 total director comp per independent director $105,600 (cash + RS) .

Performance Track Record and Operating Execution

• Q3 2024: Revenue +23.0% YoY; Adjusted EBITDA +20.6% YoY; gross margin 55.5% (+440 bps YoY); 66 active patient affordability programs (+219.1% revenue YoY) .
• Q1 2025: Revenue $18.60M (+41.0% YoY); Net Income $2.59M (vs $0.31M); Adjusted EBITDA $4.96M (+193.3% YoY); 90 active patient affordability programs (+14 net in quarter); repurchased 100,000 shares for $376k; no bank debt .
• Operational milestones: Transitioned 123 of 132 plasma donation centers ahead of schedule (1 week), underscoring platform scalability and execution discipline .
• Strategic expansion: Opened a 30,000 sq. ft. patient service support center (Sep 2025) to scale growing patient affordability business; cited 190% YoY revenue increase in that segment in Q2 2025 .
• Product impact (2024): Patient affordability solutions mitigated copay maximizer impact; >$100M saved for clients; 66+ programs; >500,000 patients assisted; 97% first‑fill identification accuracy .

Compensation Structure Analysis

• Shift toward cash in 2024: No new equity grant disclosed in 2024; cash components (salary, discretionary bonus) increased YoY; equity mix driven by 2022 time‑based RS grant .
• Lack of performance linkage: Company acknowledges compensation is not tied to TSR or net income; discretionary bonuses and time‑based RS imply lower direct pay‑for‑performance alignment vs formulaic metrics (e.g., revenue/EBITDA/TSR) .
• No severance/CIC protections: Reduces parachute risk but may elevate retention risk compared to peers offering protective arrangements; Board has not used compensation consultants to benchmark plan design .
• Clawback in place: Aligns with evolving governance norms; no option repricing or performance target waivers in 2024; no equity grants during MNPI windows .

Risk Indicators & Red Flags

• Governance concentration: CEO/Chair combination; no Lead Independent Director disclosed .
• Hedging/Pledging: Hedging discouraged but no formal hedging policy; no pledging disclosures—policy clarity could be improved .
• Say‑on‑pay: 2025 proxy includes advisory vote, but results not yet disclosed; company recommends triennial frequency .
• Related‑party transactions: None in 2024; Audit Committee oversees related‑party reviews .
• Section 16 compliance: A few late Form 4 filings noted for other insiders; none cited for Mr. Newcomer in 2024 .

Vesting Schedules and Potential Selling Pressure

• Time‑based vesting creates periodic potential supply events around July anniversaries; actual selling behavior depends on insider trading windows and personal decisions under the company’s policy .

Board Service, Committee Roles, and Dual‑Role Implications

• Board Service History: Director since March 2006; Chairman and CEO (dual role). Not a member of standing committees, which are fully independent .
• Independence: Non‑independent by virtue of management role; committees (Audit/Comp/Nominating) meet Nasdaq/SEC independence standards; Audit Chair designated financial expert .
• Dual‑Role Implications: Board states combined CEO/Chair improves accountability, strategic alignment, and stakeholder communication; significant insider ownership (16.7%) cited as alignment factor .

Equity Ownership & Beneficial Holdings Detail

Employment & Contracts

• At‑will employment; no fixed term; no auto‑renewal; no severance/CIC protections; no noncompete/nonsolicit terms disclosed; no post‑termination consulting arrangements disclosed .

Say‑on‑Pay & Shareholder Feedback

• 2025 proxy solicits say‑on‑pay and recommends a triennial say‑on‑pay frequency; no vote results yet available .

Compensation Committee Analysis

• Members: Daniel R. Henry (Chair), Bruce A. Mina; both independent .
• Consultants: Board has not used compensation consultants (reserves right to do so) .
• Plans administered: 2018 Incentive Compensation Plan; 2023 Equity Incentive Plan .

Investment Implications

• Alignment: Very high insider ownership (16.7%) aligns CEO/Chair with shareholders; clawback in place; independent committees mitigate dual‑role risk .
• Retention Risk: No severance/CIC protections and discretionary bonus framework may create retention and external benchmarking risk versus peers; however, remaining time‑based RS through 2027 provides retention tether .
• Pay‑for‑Performance: Absence of formulaic performance metrics (TSR/EBITDA/Revenue) and TSR decline since 2022 suggest potential misalignment risk; investors may press for explicit multi‑year performance‑based equity and cash scorecards tied to margin expansion and growth KPIs .
• Trading Signals: Annual July RS vesting (150k sh per year through 2027) represents recurring potential supply overhangs; monitor insider trading windows and Section 16 activity around vest dates and earnings windows .
• Execution: Operating momentum has accelerated (patient affordability scale‑up, plasma center transitions, margin expansion), supporting a constructive fundamental outlook; governance/comp design refinements could further strengthen investor confidence .

Note: All data reflects disclosures in Paysign’s 2025 DEF 14A and company press releases as cited.